Fountain Asset Corp. (TSXV:FA) said on September 1, 2026 that it had adopted an Advance Notice By-law governing certain director nominations submitted by shareholders. The measure took effect immediately, but it must still be approved, confirmed and ratified at the company’s next Annual and Special Meeting of Shareholders to remain effective.
#Scope of the by-law
The new rules apply when shareholders nominate candidates for election to the board, except where the nomination is made through a request for a shareholder meeting or through a shareholder proposal, in each case under the Canada Business Corporations Act.
Shareholder notices must provide specified information about the proposed nominee and follow the written format required by the by-law. Fountain’s Board of Directors may waive any requirement under the provisions at its sole discretion.
#Deadlines for annual meetings
For an annual shareholder meeting, a nomination notice must reach the company no fewer than 30 days before the meeting and no more than 65 days before it.
Where the annual meeting is scheduled less than 50 days after the first public announcement of its date, the notice may instead be submitted by the close of business on the 10th day after that announcement.
#Deadline for special meetings
For a special shareholder meeting that is not also an annual meeting, the notice deadline is the close of business on the 15th day following the first public announcement of the meeting date.
#Shareholder approval remains required
Although the by-law is currently in effect, it will cease to operate unless shareholders approve, confirm and ratify it through a resolution receiving a majority of the votes cast at the next Annual and Special Meeting of Shareholders.
Fountain described the by-law as similar to advance notice provisions adopted by many other Canadian public companies. The company also identified the possibility that shareholders may not ratify the measure as a risk connected with its forward-looking statement about the approval process. It cautioned that actual events or results could differ materially from forward-looking statements.
#About Fountain Asset Corp.
Fountain Asset Corp. describes itself as a merchant bank providing equity financing, bridge loan services involving asset-backed or collateralized financing, and strategic financial consulting services. Its stated areas of activity include marijuana, oil and gas, mining, real estate, manufacturing, retail, financial services and biotechnology.
#Key Takeaways
- Fountain Asset Corp. adopted an Advance Notice By-law on September 1, 2026.
- The rules establish notice periods and information requirements for certain shareholder director nominations.
- Annual-meeting notices are generally due between 30 days and 65 days before the meeting.
- Special-meeting notices are due by the close of business on the 15th day after the first public announcement of the meeting date.
- The by-law will cease to be effective unless shareholders approve, confirm and ratify it by a majority of votes cast at the next Annual and Special Meeting of Shareholders.
#What has Fountain Asset Corp. announced?
Fountain Asset Corp. (TSXV:FA) announced on September 1, 2026 that it had adopted an Advance Notice By-law. It is effective immediately and will be submitted for approval, confirmation and ratification at the company’s next Annual and Special Meeting of Shareholders.
#What does the Advance Notice By-law require?
It requires shareholders to give Fountain advance notice when making certain director nominations. The requirement does not apply to nominations made through a meeting request or a shareholder proposal under the Canada Business Corporations Act. The notice must also contain the information about the nominee required by the by-law.
#What are the notice deadlines for an annual shareholder meeting?
For an annual meeting, notice must be submitted no fewer than 30 days and no more than 65 days before the meeting. If the meeting will occur less than 50 days after the first public announcement of its date, notice may be provided by the close of business on the 10th day following that announcement.
#What is the deadline for nominations at a special meeting?
For a special meeting that is not also an annual meeting, notice must be provided by the close of business on the 15th day following the first public announcement of the meeting date.
#Are there formal requirements or possible waivers under the by-law?
Yes. The by-law specifies the written format for a shareholder’s notice and the information needed for it to be valid. Fountain’s Board of Directors may waive any requirement under the provisions at its sole discretion.
#What shareholder approval is required for the by-law to remain effective?
The by-law must be approved, confirmed and ratified by a resolution receiving a majority of the votes cast by Fountain shareholders at the next Annual and Special Meeting of Shareholders. Without that approval, the by-law will cease to be effective.
#What risks has the company identified?
Fountain identified failure by shareholders to ratify the Advance Notice By-law as a risk related to the forward-looking statement about the approval process. The company also said that forward-looking statements involve known and unknown risks and uncertainties, and that actual events or results could differ materially from those described.
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